- •Contents
- •1. Words to be remembered.
- •2. Text for reading. The Classification of English Law
- •Legal Personality
- •Natural persons
- •Corporations
- •Unincorporated associations
- •The Sources of English Law
- •Case law
- •Legislation
- •The Courts in Great Britain European Community Law
- •The direct applicability and direct effectivity of Community law
- •Legislation Treaty provisions
- •Regulations
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 2. Business Organisations
- •1. Words to be remembered.
- •2. Text for reading.
- •A. The Sole Trader
- •B. The Partnership
- •The existence of a business
- •Carried on in common
- •With a view of profit
- •Persons capable of being partners
- •Firm and the firm name
- •Illegal Partnerships
- •The Relations of Partners to One Another
- •Partnership Property
- •The rights of Partnership Inter Se
- •The expulsion of a partner
- •Duties of Partners Rendering true accounts and full information
- •Duty to account for secret profits
- •Liability in Torts
- •Vicarious liability
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 3. Business Organisations The Registered Company
- •1. Words to be remembered.
- •2. Text for reading. C. The Registered Company
- •Unlimited liability companies
- •Limited liability companies
- •Private and public companies limited by shares
- •Groups of Companies: Holding and Subsidiary Companies
- •Separate legal person
- •The Constitution of a Registered Company
- •The contents of the Memorandum
- •The name clause
- •Change of name
- •Common law restrictions on choice of name: ‘passing off’
- •The registered office clause
- •The capital clause
- •Company Promoters
- •Fiduciary duties of promoters
- •Provisional Contracts by Public Companies
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 4. Business Organisations The Registered Company as Itself
- •1. Words to be remembered.
- •2. Text for reading. The Directors
- •The appointment of directors
- •The retirement of directors
- •Age restrictions on directors
- •Disqualification of directors
- •Duty to disqualify unfit directors of insolvent companies
- •The Company Secretary
- •The Enforcement of Directors’ Duties
- •Common law exceptions to the rule in Foss V. Harbottle
- •Illegal acts
- •Personal rights of a shareholder
- •The form of the minority action.
- •Statutory exceptions to Foss V. Harbottle
- •Just and equitable winding up
- •Department of Trade investigations.
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 5. Shares and Shareholders
- •1. Words to be remembered.
- •2. Text for reading. Shares and Shareholders
- •The rights and liabilities of the shareholder
- •Registered and bearer shares
- •Mortgages of shares
- •Classes of share
- •Variation of shareholders’ rights
- •Becoming a Member of a Company
- •Ceasing to be Member
- •Transfer of Shares
- •Restrictions on transfers
- •The Register of Members
- •4. Find the following sentences in the text.
- •5. Recite the main point of the text. Unit 6. Consumer Protection
- •1. Words to be remembered.
- •Merger – поглощение, слияние компаний
- •2. Text for reading. Aims of Competition Law
- •The Fair Trading Act 1973
- •Control of Rogue Dealers
- •Monopolies
- •Mergers
- •The Consumer Protection Act 1987
- •Defective product
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 7. Bankruptcy
- •1. Words to be remembered.
- •2. Text for reading. Bankruptcy
- •Persons who can be made bankrupt
- •The bankruptcy petition
- •The consequences of the bankruptcy order
- •3. Questions.
- •4. Find the following sentences in the text.
- •1. Words to be remembered.
- •2. Text for reading. Definition of Agency
- •Types of Agent
- •The Authority of the Agent
- •By conscent of the principal
- •Ratification
- •Authority by operation of the law: agency of necessity
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text.
- •1. Words to be remembered. Tort – деликт, гражданское правонарушение
- •2. Text for reading.
- •Importance of Tortious Liability
- •Torts affecting the person
- •Torts affecting property
- •Torts affecting economic rights
- •Torts affecting reputation
- •Torts affecting rights generally
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 10. The Law of Contract
- •1. Words to be remembered.
- •2. Text for reading. The Law of Contract
- •Essentials of a Contract
- •Contracts for the Sale of Goods
- •The Form of the Contract
- •The Implied Terms in a Contract for the Sale of Goods
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 11. Contracts of Employment
- •1. Words to be remembered.
- •2. Text for reading. Contracts of Employment The Contract for Service and the Contract for Services
- •The distinguishing criteria
- •The position of casual workers
- •The position of temporary workers
- •Vicarious Liability
- •Continuity of Employment
- •Formation of the Contract of Employment.
- •Terms implied into a contract of employment by the common law
- •Terms implied into contracts of employment by statute
- •Unfair dismissal
- •Remedies for unfair dismissal
- •Transfers of undertakings.
- •Fixed Term and Performance Contracts
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 12. The Nature and Classification of Business Property
- •1. Words to be learned.
- •2. Text for reading. The Nature and Classification of Business Property
- •Introduction into English Law of Real Property
- •Freehold estates
- •Leasehold estates
- •Equitable estates
- •Legal and equitable estates compared
- •Rights Over the Property of Another
- •Easements and profits
- •Restrictive covenants
- •The Reforms of 1925
- •Registered and Unregistered Conveyancing
- •Unregistered conveyancing
- •Registered conveyancing
- •The Classification of Estates and Interest in Land: Unregistered and Registered Unregistered land
- •Registered land
- •Choses in Possession
- •Choses in Action
- •Assignable choses in action
- •Negotiable choses
- •Negotiable instruments.
- •Intellectual Property Rights Trade marks and brand names
- •3. Questions.
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text. Unit 13. The Nature of Security
- •1. Words to be learned.
- •2. Text for reading. Securities for Loans The Nature of a Security
- •Mortgages of Land
- •Legal mortgages
- •Mortgage by demise.
- •Mortgages and reality of consent
- •Priority and Protection of Mortgagees
- •Mortgage protection in unregistered conveyancing
- •Mortgage protection in registered land
- •3. Questions
- •4. Find the following sentences in the text.
- •5. Recite the main points of the text.
- •Vocabulary
- •Latin terms
Choses in Possession
The term covers all tangible (or corporeal) property capable of physical possession by the owner; that is, goods.
Choses in Action
The term relates to intangible property which is enjoyed by the enforcement of rights of ownership. Choses in action can be assignable or negotiable.
Assignable choses in action
Intangible property rights can be assigned and the assignment may be legal or equitable (formal or informal). In order for an assignment to be legal and effective the assignment must be:
(i) absolute (that is, an assignment of the whole debt), and
(ii) in writing signed by the assignor, and
(iii) expressly notified in writing by the assignee to the debtor.
Thus if A owes 500 to B, B can assign his right to payment to C. A is the debtor, B the assignor and C the assignee. The legal assignee can enforce his rights by action against the debtor who can, however, raise against him any defence that he could have raised against the assignor, such as the right to set off. The assignment is thus subject to the doctrine of nemo quod non habet (no-one can give what he does not have) in that he gets no better title than the assignor. If the assignment is informal the equitable assignee cannot enforce his rights in his own name but must join the assignor as coplaintiff in any action. An equitable assignment also requires notice to the debtor and is subject to the doctrine of nemo dat.
Negotiable choses
Assignment of choses in action at common law was only legally possible after the passing of the Judicature Act 1873; previous to this, all assignments were equitable. Merchants had, however, developed the practice of transferring among themselves documents representing rights to payment under a ‘bill of exchange’ free from the requirement of giving notice to the person ultimately obliged to pay, who was required to pay to the holder when payment was due. To inspire confidence in this practice, the custom developed that, if a bill was taken in certain conditions, then the transferee would take the bill free from defects in title of the transferor.
These conditions were that the assignee took the bill: (i) for value, (ii) in good faith, and (iii) without notice of any defects in title of the transferor. Such a person was the ‘holder in due course’ of the bill whose transfer was not subject to the doctrine of nemo dat.
Negotiable instruments.
Choses capable of negotiation are classified as negotiable instruments and include: (i) bills of exchange, promissory notes and cheques; (ii) treasury bills; (iii) share warrants and debentures issued or payable to bearer; (iv) bankers drafts; (v) dividend warrants. Postal orders and bills of lading are not negotiable instruments. A negotiable instrument is not legal tender (but bank notes are negotiable instruments) and a creditor can refuse to accept a negotiable instrument in discharge of a debt. However, discharge of a monetary obligation by negotiable instrument is not ‘the giving of something different’ and the transaction is covered by the rule that a debt is not discharged by the payment of a smaller sum. Payment by negotiable instrument is conditional upon it being honoured and failing that the original liability revives and the creditor may sue on the original debt or on the negotiable instrument. The advantage of the latter is that there is no defence avaiable.
In certain cases the negotiability of a document can be removed without affecting its assignability, but making an instrument non-assignable also removes its negotiability: a cheque payable to ‘John Brown or Order’ and crossed ‘not negotiable’ is transferable but not negotiable, but a cheque payable ‘To John Brown only’ is neither negotiable nor transferable. Bills of Exhange Act 1882 provides that a cheque crossed ‘account payee (only)’ or ‘a/c payee (only)’ is only valid as between the parties and is non transferable.
Characteristics of negotiable instruments.
Negotiable instruments have the following features:
(i) they are transferable by mere delivery (or by indorsement plus delivery in the case of a bill of exchange drawn payable to order);
(ii) there is no need for notice of transfer and payment is to the holder for the time being;
(iii) legal title passes on negotiation and the holder can sue to enforce payment in his own name;
(iv) the title passes free from equities of which the transferee has no notice;
(v) a holder in due course has a title free from the defects that affected the transferor.